<PAGE>
EXHIBIT (M)
THE ICON FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12(b)-1
WHEREAS, ICON Funds, an unincorporated business trust organized and existing
under the laws of the Commonwealth of Massachusetts (the "Trust"), engages in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing interests in
separate portfolios of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in The
ICON Fund (the "Fund"), which shares have been divided into two classes (Class C
and Class I) offered pursuant to a plan adopted in accordance to Rule 18f-3
under the 1940 Act; and
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the The ICON Fund,
each class of Shares and shareholders, have approved this Plan by votes cast at
a meeting called for the purpose of voting hereon and on any agreements related
hereto;
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule12b-1
under the 1940 Act, on the following terms and conditions:
<PAGE>
Rule 12b-1 Plan
May 16, 2000
Page 2 of 6
1. DISTRIBUTION AND SERVICING ACTIVITIES. Subject to the supervision of the
Trustees of the Trust, the Trust may, directly or indirectly, engage in any
activities primarily intended to result in the sale of Shares of the Fund,
which activities may include, but are not limited to, the following:
a) payments to the Trust's Distributor and to securities dealers and others
in respect of the sale of Shares of the Fund;
b) payment of compensation to and expenses of personnel (including
personnel of organizations with which the Trust has entered into agreements
related to this Plan) who engage in or support distribution of Shares of
the Fund or who render shareholder support services not otherwise provided
by the Trust's transfer agent, administrator, or custodian, including but
not limited to, answering inquiries regarding the Trust, processing
shareholder transactions, providing personal services and/or the
maintenance of shareholder accounts, providing other shareholder liaison
services, responding to shareholder inquiries, providing information on
shareholder investments in the Fund, and providing such other shareholder
services as the Trust may reasonably request;
c) formation and implementation of marketing and promotional activities,
including, but not limited to, direct mail promotions and television,
radio, newspaper, magazine and other mass media advertising;
d) preparation, printing and distribution of sales literature;
e) preparation, printing and distribution of prospectuses and statements of
additional information and reports of the Trust for recipients other than
existing shareholders of the Trust;
f) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Trust may, from time to time,
deem advisable.
<PAGE>
Rule 12b-1 Plan
May 16, 2000
Page 3 of 6
The Trust is authorized to engage in the activities listed above, and in
any other activities primarily intended to result in the sale of Shares of
the Fund, either directly or through other persons with which the trust has
entered into agreements related to this Plan.
2. EXPENDITURES.
a) BASE AMOUNT FOR ALL CLASSES OF SHARES. Fund assets may be utilized to
pay for or reimburse expenditures in connection with sales and promotional
services, such as those set forth in paragraph 1(b) above, related to the
distribution of Fund shares, including personal services provided to
prospective and existing Fund shareholders, provided the total amount
expended pursuant to this Plan does not exceed 0.25% of net assets on an
annual basis.
b) ADDITIONAL AMOUNT FOR CLASS C SHARES. Fund assets attributable to Class
C Shares in specific shareholder accounts will be utilized to cover fees
paid to broker-dealers and others for marketing sales and promotional
services related to distribution of said shares in an amount not to exceed
0.75% of net assets on an annual basis.
c) ADDITIONAL AMOUNT FOR CLASS I SHARES. Fund assets attributable to Class
I Shares in specific shareholder accounts will not be utilized to pay
additional fees to broker-dealers and others for marketing sales and
promotional services related to distribution.
3. TERM AND TERMINATION.
a) This Plan shall become effective as of the 16th day of May 2000. Unless
terminated as herein provided, this Plan shall continue in effect for one
year from the date hereof and shall continue in effect for successive
periods of one year thereafter, but only so long as each such continuance
is specifically approved by votes of a majority of both (i) the
<PAGE>
Rule 12b-1 Plan
May 16, 2000
Page 4 of 6
Trustees of the Trust and (ii) the Non-Interested Trustees, cast at a
meeting called for the purpose of voting on such approval.
b) This Plan may be terminated at any time with respect to the Fund or a
class of the Fund by a vote of a majority of the Non-Interested Trustees or
by a vote of a majority of the outstanding voting securities of the Fund or
the applicable class of the Fund as defined in the 1940 Act (as the case
may be).
4. AMENDMENTS.
a) This Plan may not be amended to increase materially the maximum
expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities of
the Fund as defined in the 1940 Act with respect to which a material
increase in the amount of expenditures is proposed, and no material
amendment to this Plan shall be made unless approved in the manner provided
for annual renewal of this Plan in Section 3(a) hereof.
b) In connection with any meeting of shareholders of the Fund, on matters
affecting on a particular class, only shareholders of said class shall be
entitled to vote on the matters.
5. SELECTION AND NOMINATION OF TRUSTEES. While this Plan is in effect, the
selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees.
6. AGREEMENTS RELATED TO THIS PLAN. Agreements with persons providing
distribution services to be paid for or reimbursed under this Plan shall
provide that:
a) the agreement will continue in effect for a period of one year and will
continue thereafter only if specifically approved by vote of a majority of
the trustees of the Trust;
<PAGE>
Rule 12b-1 Plan
May 16, 2000
Page 5 of 6
b) the agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of (i) the Non-Interested Trustees or (ii)
the outstanding voting securities of the Fund, on not more than sixty (60)
days' written notice to any other party to the agreement;
c) the agreement will terminate automatically in the event of an
assignment;
d) in the event the agreement is terminated or otherwise discontinued, no
further payments or reimbursements will be made by the Fund after the
effective date of such action; and
e) payments and/or reimbursements may only be made for the specific sales
or promotional services or activities identified in Section 1 of this Plan
and must be made on or before the last day of the one year period
commencing on the last day of the calendar quarter during which the service
or activity was performed.
7. QUARTERLY REPORTS. The Treasurer of the Trust shall provide to the Trustees
of the Trust and the Trustees shall review quarterly a written report of
the amounts expended pursuant to this Plan and any related agreement and
the purposes for which such expenditures were made.
8. RECORD KEEPING. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 7 hereof, for a
period of not less than six years from the date of this Plan. Any such
related agreement or such reports for the first two years will be
maintained in an easily accessible place.
9. LIMITATION OF LIABILITY. Any obligations of the Trust hereunder shall not
be binding upon any of the Trustees, officers or shareholders of the Trust
personally, but shall bind only the assets and property of the Trust. The
term "ICON Funds" means and refers to
<PAGE>
Rule 12b-1 Plan
May 16, 2000
Page 5 of 6
the Trustees from time to time serving under the Agreement and Declaration
of Trust of the Trust, a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts. The execution of this Plan has been
authorized by the Trustees, and this Plan has been signed on behalf of the
Trust by an authorized officer of the Trust, acting as such and not
individually, and neither such authorization by such Trustees nor such
execution by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Trust as provided in the
Agreement and Declaration of Trust.
This Plan was approved on May 16, 2000.
